Labcorp to Buy BioReference Testing Businesses From Opko for Up to $872 Million

What happened

Labcorp announced on Thursday, Oct. 15, that it has agreed to acquire select laboratory testing businesses of BioReference Health, a subsidiary of Opko Health. According to MedTech Dive, Labcorp will pay $722 million upfront and up to $150 million in contingent payments tied to revenue from the 4Kscore prostate cancer blood test, for a total of up to $872 million.

The deal is structured as an asset purchase agreement and is subject to regulatory approvals. The final price may be adjusted based on revenues at closing.

Deal details

• Upfront: $722 million.
• Contingent payments: Up to $150 million, linked to 4Kscore revenue.
• Total: Up to $872 million.
• Structure: Asset purchase agreement; both companies will operate independently with no changes to operations or services until closing.
• Revenue contribution: Labcorp expects about $250 million in revenue in the first year after closing.

The businesses being acquired include:

• Clinical and women’s health testing services.
• Urology and diagnostic services for correctional institutions.
• The 4Kscore test, which has FDA approval to help predict the likelihood of finding aggressive prostate cancer before a biopsy decision.
• More than 80 patient service centers.

The transaction follows an earlier deal between the companies. In March 2025, Labcorp acquired BioReference’s oncology testing businesses for up to $225 million, adding roughly $85 million to $100 million in annual revenue, MedTech Dive reported.

Analyst and company views

Evercore ISI analysts said Labcorp can improve the economics of BioReference’s regional business and use its national commercial reach to broaden 4Kscore adoption. “4Kscore adds a differentiated asset,” they wrote.

Opko chief executive Phillip Frost said the sale lets the company streamline operations and focus on its biopharmaceutical business, according to MedTech Dive.

Why it matters for the sector

The U.S. clinical laboratory market has been consolidating for years, with national players such as Labcorp and Quest Diagnostics acquiring regional labs and hospital outreach businesses. Scale matters in lab testing because it lowers per-test costs and strengthens negotiating positions with payers, while reimbursement pressure has squeezed smaller operators.

The BioReference deal also shows a two-step pattern in which a seller divests a business in stages. After selling its oncology testing operations to Labcorp last year, Opko is now selling most of its remaining diagnostics business to the same buyer, completing a shift toward pharmaceuticals.

The contingent payment tied to 4Kscore highlights how specialty tests are valued differently from routine testing. Proprietary diagnostics can command higher reimbursement and growth, but their commercial success depends on physician adoption and payer coverage, which is why part of the consideration is linked to future revenue.

For Labcorp, the deal adds to its specialty testing portfolio, an area that typically grows faster than routine clinical testing. Higher-growth specialty segments such as oncology, women’s health and urology have been a focus for large lab companies looking to offset slower growth in routine tests.

The acquisition was one of several diagnostics and tools deals in mid-October. MedTech Dive also reported Agilent’s agreement to buy digital pathology company Proscia for $240 million on Oct. 14, and Steris’s $2.1 billion purchase of Xodus on Oct. 13.

Asset purchases also let a buyer select the operations it wants while leaving other liabilities with the seller, which can simplify integration compared with acquiring an entire legal entity.

What to watch

• Regulatory review and the timing of closing.
• Integration of BioReference’s patient service centers into Labcorp’s network.
• 4Kscore revenue growth, which will determine the contingent payments.
• Opko’s strategy as a more focused biopharmaceutical company.
• Further consolidation among regional and specialty laboratories.

Sources: MedTech Dive

How the Clinical Lab Business Works

Clinical laboratories analyze samples such as blood, urine and tissue to help physicians diagnose and monitor disease. The industry is often described in two broad tiers.

• Routine testing covers high-volume tests such as cholesterol panels, blood counts and metabolic panels. Margins depend heavily on efficiency and scale.
• Specialty or esoteric testing covers more complex analyses, such as genetic tests, cancer biomarkers and proprietary risk scores. These tests usually have higher reimbursement but require specialized expertise and evidence to win payer coverage.

Patient service centers, the locations where people go to have blood drawn, are an important part of the model. They bring in samples, create a convenient point of contact for patients and can be a visible sign of a lab company’s local presence.

A Closer Look at 4Kscore and Prostate Cancer Testing

The PSA blood test measures prostate-specific antigen, a protein produced by the prostate. Elevated PSA can signal cancer, but it can also rise because of benign enlargement, inflammation or other factors. That uncertainty means many men with elevated PSA undergo biopsies that find either no cancer or slow-growing cancer that may never cause harm.

The 4Kscore test combines measurements of four kallikrein proteins, including forms of PSA and a related protein called hK2, with clinical information to estimate the likelihood that a biopsy would find aggressive cancer. The goal is to help men and their doctors make more informed decisions about whether to proceed to biopsy. Men with questions about prostate cancer screening should discuss the benefits and risks with their own physicians.

Understanding Earnouts and Asset Purchases

Contingent payments

A contingent payment, often called an earnout, ties part of the price to future performance, here 4Kscore revenue. Earnouts help bridge disagreements over value: the seller believes in growth, the buyer wants proof. If targets are met, the seller receives more; if not, the buyer pays less.

Asset purchase versus stock purchase

In a stock purchase, the buyer acquires the entire company, including all its liabilities. In an asset purchase, the buyer selects specific assets, such as contracts, equipment, test rights and locations, and typically assumes only specified liabilities. Asset deals often require transferring individual contracts and licenses, which can add steps before closing.

Questions Readers Ask

Will patients notice changes?

The companies say operations will continue unchanged until closing. After that, patients may see changes in branding, billing or where samples are processed. Checking insurance coverage when changes are announced is advisable.

Why are price adjustments at closing common?

Revenue and working capital can change between signing and closing, so agreements often adjust the final price to reflect the business as it actually stands at transfer.

What do correctional diagnostic services involve?

Laboratory and diagnostic testing provided under contract for health services in jails and prisons.

This article is for general information only and is not medical or investment advice.